Side A 1 Blame The Vain Backing Vocals – Jonathan Clark, Timothy B. Schmit Organ [B-3] – Skip Edwards 3:40 2 Lucky That Way Backing Vocals – David Roe Electric Piano [Wurlitzer] – Skip Edwards 3:22 3 Intentional Heartache Backing Vocals – David Roe, Timothy B. Schmit Electric Piano [Rhodes] – Skip Edwards 4:23 4 Does It Show Backing Vocals – Jonathan Clark 3:48 5 Three Good Reasons Backing Vocals – Dwight Yoakam Handclaps – Gary Ebbins, Keith Gattis, Mitch Marine, Skip Edwards Soloist, Acoustic Guitar, Backing Vocals – Dwight Yoakam 2:37 6 Just Passin' Time Backing Vocals – Jonathan Clark, Timothy B. Schmit Soloist, Acoustic Guitar – Dwight Yoakam Soloist, Acoustic Guitar [Answering Solo] – Gerry McGee 3:46
Side B 7 I'll Pretend Backing Vocals – Jonathan Clark Pedal Steel Guitar – Bill Maresh 2:22 8 She'll Remember Backing Vocals – Jonathan Clark Synthesizer – Skip Edwards 5:26 9 I Wanna Love Again Backing Vocals – Jonathan Clark Bass [Click] – Keith Gattis 2:57 10 When I First Came Here Backing Vocals – Jonathan Clark, Tommy Funderburke 5:47 11 Watch Out Backing Vocals – David Roe 3:03 12 The Last Heart In Line Acoustic Guitar – Al Bonhomme Arranged By [Strings] – Skip Edwards Cello – Eric Gaenslen French Horn – Lee Thornburg Oboe – Jessica Bolter Soloist, Acoustic Guitar – Gerry McGee Strings [Gigasampler] – Jim Barth Viola – Thomas Diener Violin – Phillip Vaiman 2:59
Mastered At – Marcussen Mastering Bass – Taras Prodaniuk Drums – Mitch Marine Electric Guitar – Keith Gattis Lead Vocals, Acoustic Guitar – Dwight Yoakam Pedal Steel Guitar – Skip Edwards (tracks: 2, 6, 9, 11,) Percussion – Bobbye Hall (tracks: 1, 3, 7, 9, 10, 11) Piano – Skip Edwards (tracks: 4, 5, 8, 9, 10) Producer, Words By, Music By, Art Direction – Dwight Yoakam
Gatefold jacket with printed inner sleeve. Recorded at Track Record, Studio B, North Hollywood, CA Additional track editing at Radio Recorders, Hollywood, CA Mixed at Track Record, Studio A, North Hollywood, CA |